[Federal Register Volume 71, Number 58 (Monday, March 27, 2006)]
[Notices]
[Pages 15240-15244]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E6-4342]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53514; File No. SR-Phlx-2005-80]


Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; 
Notice of Filing of a Proposed Rule Change and Amendment No. 1 Thereto 
Relating to the Automated Delivery and Handling of Stop and Stop-Limit 
Orders

March 17, 2006.

    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on December 15, 2005, the Philadelphia Stock Exchange, Inc. (``Phlx'' 
or ``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II 
and III below, which Items have been prepared by the Exchange. Phlx 
filed Amendment No. 1 with the Commission on March 6, 2006.\3\ The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Amendment No. 1, which replaced the original filing in its 
entirety, adds clarifying language to the description of the 
proposed rule change and adopts a definition of ``agency order'' in 
Phlx Rule 1080(b)(i)(A).
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    The Phlx proposes to amend Phlx Rules 1066(c)(1) and 1080(b)(i)(A) 
and (C), and to delete Options Floor Procedure Advices (``OFPAs'') A-5 
and A-6, to permit customer and off-floor broker-dealer stop \4\ and 
stop-limit \5\ orders in options to be delivered via the

[[Page 15241]]

Exchange's Automated Options Market (``AUTOM'') System \6\ and to be 
handled electronically. The Exchange also proposes to amend Phlx Rule 
1080(b)(i)(A) to include the definition of ``agency order'' in the 
rule. The text of the proposed rule change is set forth below. Proposed 
new language is in italics; deletions are in [brackets].
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    \4\ A stop order is a contingency order to buy or sell when the 
market for a particular option contract reaches a specified price. A 
stop order to buy becomes a market order when the option contract 
trades or is bid at or above the stop price. A stop order to sell 
becomes a market order when the option contract trades or is offered 
at or below the stop price. See Phlx Rule 1066(c)(1).
    \5\ A stop-limit order is a contingency order to buy or sell at 
a limited price when the market for a particular option contract 
reaches a specified price. A stop limit order to buy becomes a limit 
order executable at the limit price or better when the option 
contract trades or is bid at or above the stop-limit price. A stop 
limit order to sell becomes a limit order executable at the limit 
price or better when the option contract trades or is offered at or 
below the stop limit price. See id.
    \6\ See Phlx Rule 1080.
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* * * * *

Rule 1066. Certain Types of Orders Defined

    (a)-(b) No change.
    (c) Contingency Order. A contingency order is a limit or market 
order to buy or sell that is contingent upon a condition being 
satisfied while the order is at the post.
    (1) Stop-Limit Order. A stop-limit order is a contingency order to 
buy or sell at a limited price when [the market] a trade or quote on 
the Exchange for a particular option contract reaches a specified 
price. A stop-limit order to buy becomes a limit order executable at 
the limit price or better when the option contract trades or is bid on 
the Exchange at or above the stop-limit price[, after the offer is 
represented in the trading crowd]. A stop-limit order to sell becomes a 
limit order executable at the limit price or better when the option 
contract trades or is offered on the Exchange at or below the stop-
limit price[, after the order is represented in the trading crowd].
    Stop (stop-loss) Order. A stop order is a contingency order to buy 
or sell when [the market] a trade or quote on the Exchange for a 
particular option contract reaches a specified price. A stop order to 
buy becomes a market order when the option contract trades or is bid on 
the Exchange at or above the stop price[, after the order is 
represented in the trading crowd]. A stop order to sell becomes a 
market order when the option contract trades or is offered on the 
Exchange at or below the stop price[, after the order is represented in 
the trading crowd].
    Notwithstanding the foregoing, a stop or stop-limit order shall not 
be elected by a trade that is reported late or out of sequence.
    [Stop and stop-limit orders elected by a quotation must be given 
floor official approval prior to execution or, if circumstances make it 
impractical for prior approval, promptly following the execution. The 
facts surrounding each instance when retroactive approval is requested 
must be documented in writing, signed by the specialist and floor 
official, and submitted to the Surveillance Department on the day of 
the trade.]
    (2)-(7) No change.
    (d)-(g) No change.
    Commentary: No change.
* * * * *

Rule 1080. Philadelphia Stock Exchange Automated Options Market (AUTOM) 
and Automatic Execution System (AUTO-X)

    (a) No change.
    (b) Eligible Orders
    (i) The following types of orders are eligible for entry into 
AUTOM:
    (A) Agency orders may be entered. The following types of agency 
orders are eligible for AUTOM; day, GTC, Immediate or Cancel (``IOC''), 
market, limit, stop, stop-limit, all or none, or better, simple cancel, 
simple cancel to reduce size (cancel leaves), cancel to change price, 
cancel with replacement order, and possible duplicate orders. For 
purposes of Exchange options trading, an agency order is any order 
entered on behalf of a public customer, and does not include any order 
entered for the account of a broker-dealer, or any account in which a 
broker-dealer or an associated person of a broker-dealer has any direct 
or indirect interest.
    (B) No change.
    (C) Off-floor broker-dealer limit orders, subject to the 
restrictions on order entry set forth in Commentary .05 of this Rule, 
may be entered. The following types of broker-dealer limit orders are 
eligible for AUTOM: Day, GTC, IOC, stop, stop-limit, simple cancel, 
simple cancel to reduce size (cancel leaves), cancel to change price, 
cancel with replacement order. For purposes of this Rule 1080, the term 
``off-floor broker-dealer'' means a broker-dealer that delivers orders 
from off the floor of the Exchange for the proprietary account(s) of 
such broker-dealer, including a market maker located on an exchange or 
trading floor other than the Exchange's trading floor who elects to 
deliver orders via AUTOM for the proprietary account(s) of such market 
maker.
    (ii)-(iii) No change.
    (c)-(k) No change.
    (l) Directed Orders. For a one-year pilot period, beginning on the 
date of approval of this Rule by the Securities and Exchange 
Commission, respecting Streaming Quote Options traded on Phlx XL, 
specialists, RSQTs and SQTs may receive Directed Orders (as defined in 
this Rule) in accordance with the provisions of this Rule 1080(l).
    (i)(A) The term ``Directed Order'' means any customer order (other 
than a stop or stop-limit order as defined in Rule 1066) to buy or sell 
which has been directed to a particular specialist, RSQT, or SQT by an 
Order Flow Provider, as defined below. To qualify as a Directed Order, 
an order must be delivered to the Exchange via AUTOM.
    (B)-(C) No change.
    (ii)-(iv) No change.
    Commentary: No change.
* * * * *

A-5 RESERVED [Execution of Stop and Stop Limit Orders

    Stop and stop-limit orders are contingency orders to buy or sell 
when the market for a particular option reaches a specified price.
    Stop and stop-limit orders to buy become eligible for execution 
when the option trades at or above the stop price or when the bid price 
for the option is at or above the stop price. Stop and stop-limit 
orders to sell become eligible for execution when the option trades at 
or below the stop price or when the offer price for the option is at or 
below the stop price. A stop or stop-limit order which will be made 
eligible by an opening sale should be executed as the opening trade or 
included with the opening trade.
    Stop and stop-limit orders elected by a quotation must be given 
Floor Official approval prior to execution or, if circumstances make it 
impractical for prior approval, promptly following the execution. The 
facts surrounding each instance where retroactive approval is requested 
must be documented in writing, signed by the Specialist and Floor 
Official, and submitted to the Surveillance Department on the day of 
the trade.
    A Specialist may refuse to accept stop and/or stop limit orders on 
the book if he has received the approval of one Floor Official no later 
than 30 minutes before the opening, or such orders shall be accepted 
throughout the day. Notification of such approval will be posted on the 
Exchange floor one-half hour before the opening. All stop or stop-limit 
orders which have been entrusted to the Specialist shall be returned to 
the responsible member immediately upon Floor Official approval for the 
return of such orders.

FINE SCHEDULE

A-5
    Fine not applicable]
* * * * *

A-6 RESERVED [Cancel/Replacement Process

    It is the responsibility of the Specialist to notify the 
appropriate brokers when orders they placed on the Specialist book 
become subject to a

[[Page 15242]]

cancel/replacement process. This process shall normally be required 
when: (1) There is a change in the contract terms of an option, (2) 
there is a transfer of the Specialist book, or (3) in any other 
instance where two Floor Officials approve a cancel/replacement of 
orders on the book.
    In all instances where a required cancel/replacement of all orders 
on the book occurs, it is the responsibility of the Specialist to 
ensure that, to the extent possible, any such replacement order will 
not incur a loss of the priority it established prior to the cancel/
replacement process.

FINE SCHEDULE (Implemented on a two-year running calendar basis)

A-6
    1st Occurrence: $250.00
    2nd Occurrence: $500.00
    3rd Occurrence: $1,000.00
    4th Occurrence and Thereafter: Sanction is discretionary with 
Business Conduct Committee]
* * * * *

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposal and discussed any 
comments it received on the proposal. The text of these statements may 
be examined at the places specified in Item IV below. The Exchange has 
prepared summaries, set forth in sections A, B, and C below, of the 
most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of the proposed rule change is to increase the number 
of option transactions on the Exchange that are handled automatically 
by establishing rules that permit the electronic delivery and handling 
of stop and stop-limit orders on the Exchange, and to delete certain 
provisions in the Exchange's rules concerning stop and stop-limit 
orders that are either redundant or no longer practical. Currently, 
stop and stop-limit orders in options are not deliverable 
electronically via AUTOM. The proposal would amend the Exchange's rules 
to permit the electronic delivery of stop and stop-limit orders to the 
Exchange via AUTOM.

Election of Stop and Stop-Limit Orders

    Stop orders delivered electronically on the Exchange's AUTOM System 
would be handled in the system as market orders once elected by a trade 
or quote on the Exchange.\7\ Stop-limit orders delivered electronically 
to the limit order book would become live limit orders in the system 
once elected by a trade or quotation on the Exchange, and would be 
placed on the limit order book \8\ in price-time priority as of the 
time of election.\9\
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    \7\ A stop or stop-limit order is ``elected'' when the market 
(i.e., a trade or quotation) for a particular option contract 
reaches a specified price. Under the proposal, such orders would be 
elected when a trade or quote occurs on the Exchange that causes the 
Exchange's market to reach the specified price of the stop or stop-
limit order. See Phlx Rule 1066(c)(1).
    \8\ See Phlx Rule 1080, Commentary .02.
    \9\ An opening trade or quotation would also elect a stop or 
stop-limit order. A stop or stop-limit order that is elected by an 
opening trade or quotation is treated as a market or limit order for 
purposes of the Exchange's rules concerning openings. See Phlx Rule 
1017.
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    The proposed rule change would provide that, notwithstanding the 
foregoing, a stop or stop-limit order would not be elected by a trade 
that is reported late or out of sequence. The purpose of this provision 
is to ensure systemically that a stop or stop-limit order would be 
elected on the Exchange by the execution price at the actual time of 
the execution, instead of at the time of a late or out-of-sequence 
report. Absent this provision, it would be possible for a stop or stop-
limit order to be elected by a trade that is reported late or out-of-
sequence, which could result in such stop or stop-limit order being 
converted into a market or limit order and, in the case of a stop 
order, executed at a significantly different price than the election 
price of the stop order.\10\ A stop-limit order that is elected out-of-
sequence could be converted incorrectly into a live limit order that 
has a price that is significantly different than the then-current 
market price.
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    \10\ For example, if a stop order to sell at $3.00 is elected by 
a trade reported late or out-of-sequence with an execution price of 
$3.00 when the actual bid price at the time of the report is $1.00, 
the stop order would be converted into a market order and executed 
at $1.00.
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Eligible Order Types

    Phlx Rules 1080(b)(i)(A) and (C) would be amended to include agency 
\11\ and off-floor broker-dealer \12\ stop and stop-limit orders as 
order types that are eligible for electronic delivery on the Exchange's 
systems.
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    \11\ The Exchange has defined an agency order as any order 
entered on behalf of a public customer, excluding any order entered 
for the account of a broker-dealer, or any account in which a 
broker-dealer or an associated person of a broker-dealer has any 
direct or indirect interest. See Securities Exchange Act Release 
Nos. 46763 (November 1, 2002), 67 FR 68898 (November 13, 2002) and 
40970 (January 25, 1999), 64 FR 4922 (February 1, 1999). The 
Exchange proposes to codify this definition in Phlx Rule 
1080(b)(i)(A).
    \12\ The term ``off-floor broker-dealer'' means a broker-dealer 
that delivers orders from off the floor of the Exchange for the 
proprietary account(s) of such broker-dealer, including a market 
maker located on an exchange or trading floor other than the 
Exchange's trading floor who elects to deliver orders via the 
Exchange's electronic order routing, delivery, execution and 
reporting system, AUTOM, for the proprietary account(s) of such 
market maker. See Phlx Rule 1080(b)(i)(C).
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Floor Official Approval Requirement

    OFPA A-5 and Phlx Rule 1066(c)(1) currently provide that stop and 
stop-limit orders elected by a quotation must be given floor official 
approval prior to execution or, if circumstances make it impractical 
for prior approval, promptly following the execution. The facts 
surrounding each instance when retroactive approval is requested must 
be documented in writing, signed by the specialist and floor official, 
and submitted to the Surveillance Department on the day of the trade.
    Under the instant proposal, stop and stop-limit orders would be 
entered electronically and executed and handled automatically on the 
Exchange's electronic trading platform for options, Phlx XL.\13\ The 
Exchange believes that it would be impractical in an electronic trading 
environment to require Floor Official approval prior to the execution 
of each stop and stop-limit order that is entered onto the system.
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    \13\ See Securities Exchange Act Release No. 50100 (July 27, 
2004), 69 FR 44612 (August 3, 2004).
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    Accordingly, the Exchange proposes to delete the provision from 
Phlx Rule 1066(c)(1) requiring Floor Official approval prior to the 
execution of stop and stop-limit orders. The provision would also be 
deleted from OFPA A-5, which is proposed to be deleted in its entirety, 
as set forth more fully below.

In-Crowd Representation Requirement

    Phlx Rule 1066(c)(1) currently provides that stop and stop-limit 
orders are elected only after the order is represented in the trading 
crowd. The Exchange believes that, with the advent of Phlx XL and 
increasingly automated quoting, trading and order handling in options 
obviates the need for the requirement that a stop order be represented 
in the crowd prior to execution. A stop order (or a stop-limit order 
that becomes a marketable limit order) that is elected by a quotation 
would be executed, reported and allocated automatically by the

[[Page 15243]]

Exchange's systems. Thus, there could be no ``representation in the 
crowd'' prior to such an execution. The Exchange therefore proposes to 
delete the requirement that such orders be represented in the crowd as 
a prerequisite to their election.

Exclusion From the Definition of ``Directed Orders''

    In May 2005, the Exchange adopted rules that permit Exchange 
specialists, Streaming Quote Traders (``SQTs''),\14\ and Remote 
Streaming Quote Traders (``RSQTs'') \15\ to receive Directed Orders, 
and to provide a participation guarantee to specialists, SQTs and RSQTs 
that receive Directed Orders.\16\
    Currently, Phlx Rule 1080(l) defines the term ``Directed Order'' as 
any customer order to buy or sell that has been directed to a 
particular specialist, SQT, or RSQT by an order flow provider. The 
Exchange proposes an amendment to Phlx Rule 1080(l) that would 
specifically exclude stop and stop-limit orders from the definition of 
a Directed Order. Directed Orders must be executed and allocated 
electronically in accordance with the Exchange's rules that provide the 
participation guarantee described above.\17\ A stop or stop-limit order 
that is elected on the Exchange might not be eligible for automatic 
execution \18\ and instead would be handled manually by the specialist 
and allocated in accordance with Phlx Rule 1014(g)(v), which governs 
manual trade allocation and does not provide a participation guarantee 
to the recipient of a Directed Order. Such a stop or stop-limit order 
that is allocated manually would not be allocated pursuant to Phlx Rule 
1014(g)(viii), the trade allocation algorithm applicable to Directed 
Orders. Therefore, the Exchange proposes to exclude stop and stop-limit 
orders from the definition of ``Directed Order.''
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    \14\ An SQT is an Exchange Registered Options Trader (``ROT'') 
who has received permission from the Exchange to generate and submit 
option quotations electronically through AUTOM in eligible options 
to which such SQT is assigned. An SQT may only submit such 
quotations while such SQT is physically present on the floor of the 
Exchange. See Phlx Rule 1014(b)(ii)(A).
    \15\ An RSQT is an ROT that is a member or member organization 
with no physical trading floor presence who has received permission 
from the Exchange to generate and submit option quotations 
electronically through AUTOM in eligible options to which such RSQT 
has been assigned. An RSQT may only submit such quotations 
electronically from off the floor of the Exchange. See Phlx Rule 
1014(b)(ii)(B).
    \16\ See Securities Exchange Act Release No. 51759 (May 27, 
2005), 70 FR 32860 (June 6, 2005). See also Phlx Rule 1014(g)(viii) 
(setting forth the automatic trade allocation algorithm for Directed 
Orders).
    \17\ See Phlx Rule 1014(g)(viii).
    \18\ For example, an order is not eligible for automatic 
execution on the Exchange when the Exchange's bid or offer is not 
the National Best Bid or Offer. See Phlx Rule 1080(c)(iv)(E).
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Deletion of OFPA A-5 in Its Entirety

    OFPA A-5 currently includes a provision that a specialist may 
refuse to accept stop and/or stop-limit orders on the book if he has 
received the approval of one Floor Official no later than 30 minutes 
before the opening. The original purpose of this provision was to allow 
the specialist to manage his or her risk of missing, or not timely 
executing, elected stop and stop-limit orders in options that are 
expected to be volatile during the trading day due to, for example, 
pending news or other event-driven changes in the market for the 
particular option. The Exchange believes that, because stop and stop-
limit orders would be elected automatically under the proposal, 
specialists would no longer be subject to such risks. The Exchange 
therefore proposes to delete the provision permitting specialists to 
refuse to accept stop and stop-limit orders with the proper Floor 
Official approval.
    The Exchange proposes to delete OFPA A-5 in its entirety. The 
descriptive language of stop and stop-limit orders contained in OFPA A-
5 is currently contained in Phlx Rule 1066, and would remain in Rule 
1066. Additionally, the provision that a stop or stop-limit order which 
will be made eligible by an opening sale should be executed as the 
opening trade or included with the opening trade is addressed in Phlx 
Rule 1017, which includes market orders (such as those that are the 
result of a stop order being elected) and limit orders (such as those 
resulting from a limit order being elected) that are treated as market 
orders under that rule, in the opening of trading in a particular 
series.
    The remaining sections of OFPA A-5 regarding the requirement to 
obtain Floor Official approval prior to election, and permitting 
specialists to refuse to accept stop and stop-limit orders with prior 
Floor Official approval, would be deleted for the reasons stated above. 
In addition, the Exchange historically adopted some OFPAs in order to 
reprint them in a pocket format; this rationale is outdated and no 
longer applies.

Deletion of OFPA A-6 in Its Entirety

    Currently, OFPA A-6, Cancel/Replacement Process, requires the 
specialist to notify ``the appropriate brokers'' when orders they 
placed on the limit order book become subject to a cancel/replacement 
process. Notification of the cancel/replacement process is now provided 
systemically, except with respect to stop and stop-limit orders placed 
with the specialist. Stop and stop-limit orders are the only order 
types for which the specialist is currently responsible to notify the 
appropriate Exchange member or member organization when stop and stop-
limit orders they placed with the specialist become subject to a 
cancel/replacement process (due to, for example, a transfer or an 
adjustment for a dividend). Once stop and stop-limit orders are 
automated the specialist would no longer be responsible for 
notification of cancel/replacement activity for any order type. 
Therefore the OFPA is proposed to be deleted in its entirety.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with section 
6(b) of the Act \19\ in general, and furthers the objectives of section 
6(b)(5) of the Act \20\ in particular, in that it is designed to 
promote just and equitable principles of trade, to remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system, and, in general, to protect investors and the public 
interest, by increasing the number of orders handled electronically and 
establishing rules that permit the electronic delivery and handling of 
stop and stop-limit orders via the Exchange's AUTOM System.
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    \19\ 15 U.S.C. 78f(b).
    \20\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change would 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange neither solicited nor received comments with respect 
to the proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:

[[Page 15244]]

    (A) By order approve such proposed rule change, or
    (B) Institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change, as amended, is consistent with the Act. Comments may be 
submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an e-mail to [email protected]. Please include 
File Number SR-Phlx-2005-80 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, Station Place, 100 F 
Street, NE., Washington, DC 20549-1090.
    All submissions should refer to File Number SR-Phlx-2005-80. This 
file number should be included on the subject line if e-mail is used. 
To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, 
all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for inspection 
and copying in the Commission's Public Reference Room. Copies of such 
filing also will be available for inspection and copying at the 
principal office of the Exchange. All comments received will be posted 
without change; the Commission does not edit personal identifying 
information from submissions. You should submit only information that 
you wish to make available publicly. All submissions should refer to 
File Number SR-Phlx-2005-80 and should be submitted on or before April 
17, 2006.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\21\
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    \21\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary.
 [FR Doc. E6-4342 Filed 3-24-06; 8:45 am]
BILLING CODE 8010-01-P